Ingevity (NGVT) SVP logs PSU share grant and tax withholding moves

Rhea-AI Filing Summary

Ingevity Corp senior vice president Phillip John Platt reported equity compensation activity involving company common stock. On February 26, 2026, he acquired 247 shares at no cost through a grant tied to performance-based restricted stock units that were settled in shares. On the same date, 108 shares at $70.52 per share were withheld by the company to cover tax obligations related to these vested performance share units. Following these transactions, his directly held common stock balance reported in the filing was 28,911 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PLATT PHILLIP JOHN

(Last) (First) (Middle)

4920 O'HEAR AVE

SUITE 400

(Street)

NORTH CHARLESTON SC 29405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingevity Corp [ NGVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		247(1)	A	$0	29,019(2)	D
Common Stock	02/26/2026		F		108(3)	D	$70.52	28,911	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Talent and Compensation Committee of the Company's board of directors certified the attainment of performance goals for certain performance-based restricted stock awards ("PSUs") effective February 26, 2026. The PSUs were settled with shares of common stock.

2. Includes (i) 386 shares of Common Stock purchased pursuant to the Amended and Restated 2017 Ingevity Corporation Employee Stock Purchase Plan, as amended ("ESPP") for the purchase period of July 1, 2025 to September 30, 2025 (the "September ESPP Shares"), and (ii) 143 shares of Common Stock purchased pursuant to the ESPP for the purchase period of October 1, 2025 to December 31, 2025 (the "December ESPP Shares"). In accordance with the terms of the ESPP, the September ESPP Shares were purchased at a price equal to 85% of the closing price of Issuer's Common Stock on July 1, 2025 and the December ESPP Shares were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on October 1, 2025.

3. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 26, 2026.

Remarks:

	Phillip J. Platt By: Mavis Huger as Attorney-in-Fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NGVT executive Phillip John Platt report?

Phillip John Platt reported a grant of 247 Ingevity common shares and a related tax-withholding disposition of 108 shares. Both transactions occurred on February 26, 2026, and stem from performance-based restricted stock units that were settled in company stock.

How many Ingevity (NGVT) shares did the executive acquire in this Form 4?

He acquired 247 shares of Ingevity common stock at no cost through a grant linked to performance share units. These units vested after performance goals were certified, and the award was settled directly in shares rather than cash, increasing his equity stake before tax withholding.

What does the tax-withholding transaction in NGVT’s Form 4 represent?

The 108-share disposition represents shares withheld by Ingevity to satisfy tax obligations on vested performance share units. Instead of paying taxes in cash, a portion of the newly delivered shares was retained by the company at $70.52 per share to cover those liabilities.

What is Phillip John Platt’s reported NGVT shareholding after these transactions?

After the grant and tax withholding, his reported directly owned Ingevity common stock position is 28,911 shares. This figure reflects the net balance following both the 247-share award and the 108-share withholding disposition recorded on February 26, 2026.

How were NGVT performance share units (PSUs) settled for the executive?

The Talent and Compensation Committee certified performance goals for certain NGVT performance share units effective February 26, 2026. These PSUs were then settled in Ingevity common stock, resulting in a share grant and a separate share withholding to cover associated tax obligations.

What do the ESPP footnotes in the NGVT Form 4 explain?

The footnotes explain that the executive previously bought 386 and 143 NGVT shares under the employee stock purchase plan in 2025 periods. Those shares were purchased at 85% of the stock’s closing price at the start of each respective purchase period, reflecting plan terms.